DESCRIPTION OF CAPITAL STOCK
The following information describes the common stock, par value $0.01 per share and Series A Participating Preferred Stock Purchase Rights of the Company, as
well as certain provisions of our amended and restated certificate of incorporation (as amended, our Certificate of Incorporation) and our amended and restated bylaws (Bylaws). This description is only a
summary. You should also refer to our Certificate of Incorporation and Bylaws, which have been filed with the SEC as exhibits to the registration statement of which this prospectus forms a part.
Authorized and Outstanding Capital Stock
Our authorized
capital stock consists of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the board of directors of the Company (the Board), of which
1,000,000 shares have been designated as Series A Participating Preferred Stock. As of the close of business on February 4, 2021, there were 37,639,304 shares of common stock outstanding and no shares of preferred stock issued and outstanding.
Common Stock
Holders of common stock are entitled to one
vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Except in the case of a contested election, directors are elected if the votes cast for a nominee exceed the votes cast
against the nominees election. Holders of common stock are entitled to receive ratably dividends, if any, as may be declared by the Board out of funds legally available therefor, after provision has been made for any preferential
dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive an equal portion of the net assets of the Company available for distribution to the holders of
common stock, subject to any preferential rights of any then outstanding preferred stock. Holders of the common stock have no preemptive, subscription, redemption or conversion rights, nor are they entitled to the benefit of any sinking fund. The
outstanding shares of common stock are, when issued and paid for, validly issued, fully paid and nonassessable. The rights, powers, preferences and privileges of holders of common stock are subordinate to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.
Each share of common stock includes
Series A Participating Preferred Stock purchase rights (the Rights) pursuant to the Tax Benefits Preservation Plan, dated as of March 4, 2019, by and between the Company and Computershare Inc., as Rights Agent, as amended (the
Rights Agreement). Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the common stock. The Rights have no value except as reflected in the market price of the shares of the common
stock to which they are attached, and can be transferred only with the shares of common stock to which they are attached.
Our common stock and the
related rights to purchase Series A Participating Preferred Stock are traded on Nasdaq under the symbol SEAC.
The transfer agent and
registrar for our common stock and related rights to purchase Series A Participating Preferred Stock is Computershare, Inc. Its address is 250 Royall Street, Canton, MA 02021.
Preferred Stock
The Board generally will be authorized,
without further stockholder approval, to issue from time to time up to an aggregate of 5,000,000 shares of preferred stock, in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting
powers (or special, preferential or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions as is determined by the Board, which may include, among others, the
right to provide that the shares of each such series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled
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